Common use of Authority; Execution and Delivery; Enforceability Clause in Contracts

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien upon any of the properties or assets of the Stockholder under (i) any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound; or (ii) subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment or Law applicable to the Stockholder or the properties or assets of the Stockholder. No Consent of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property this Agreement constitutes a valid and binding agreement of the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ ' rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien upon any of the properties or assets of the Stockholder under (i) if the Stockholder is a corporation, partnership, limited liability company, trust or other entity, the organizational documents of the Stockholder; (ii) any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“"Contract”") to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound; or (iiiii) subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment Judgment or Law applicable to the Stockholder or the properties or assets of the Stockholder. No Consent of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s 's spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Principal Stockholder has all requisite partnership power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Principal Stockholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary partnership action on the part of the Principal Stockholder. The Principal Stockholder has duly authorized, executed and delivered this AgreementAgreement and, assuming that this Agreement constitutes the legal, valid and binding obligation of Newco, this Agreement constitutes the legal, valid and binding obligation of the Principal Stockholder, enforceable against the Stockholder it in accordance with its terms, except as such enforceability may be limited by (a) subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws of relating to or affecting creditors' rights generally, general applicability affecting the enforcement of creditors’ rights and equitable principles (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in or at law), including an implied covenant of good faith and fair dealing. The execution and delivery by the Principal Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien upon any of the properties or assets of the Stockholder under (i) any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) agreement to which the Principal Stockholder is a party or by which any properties or assets of the Stockholder are bound; or (ii) or, subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment or Law law applicable to the Principal Stockholder or the properties or assets of the Principal Stockholder, except for any conflict, violation or default which, individually or in the aggregate, would not have a material adverse effect on the ability of the Principal Stockholder to perform its obligations under this Agreement or which has been disclosed to Newco by the Principal Stockholder in writing prior to the date hereof. No Consent consent of, or registration, declaration or filing with, any U.S. Governmental Entity or other Person is required to be obtained or made by or with respect to the Principal Stockholder in connection with the execution, execution and delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(das specified in Section 3.5(b) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property this Agreement constitutes a valid and binding agreement of the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement or except for any consent, registration, declaration or filing the failure of which to obtain or make, individually or in the aggregate, would not have a material adverse effect on the ability of the Principal Stockholder to perform its obligations under this Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The Stockholder This Agreement has been duly authorized, executed and delivered this Agreement, by the Stockholder and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. Except for the expiration or termination of the waiting periods under the HSR Act and informational filings with the SEC, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets Subject Shares of the Stockholder under under, (i) any provision of any contracttrust agreement, leaseloan or credit agreement, licensebond, note, mortgage, indenture, lease or other contract, agreement, noteobligation, bondcommitment, permitarrangement, licenseunderstanding or instrument, concession(collectively, franchise or other instrument (“Contract”"Contracts") to which the Stockholder is a party or by which any properties or assets of the Subject Shares of the Stockholder are bound; is bound or (ii) subject to the filings and other matters referred to in the next sentence, any provision of any orderjudgment, judgment order or Law decree (collectively, "Judgment") or any statute, law, ordinance, rule or regulation (collectively, "Applicable Law") applicable to the Stockholder or the properties or assets Subject Shares of the Stockholder. No Consent consent, approval, order or authorization (collectively, "Consent") of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder that is unique to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, if applicable to the Stockholder's receipt in the Merger of the Merger Consideration, (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebyhereby and (iii) where the failure to obtain such Consent or action, or to make such registration, declaration or filing, could not reasonably be expected to prevent, materially impede or delay the performance by the Stockholder of its obligations under this Agreement. If the Stockholder is married a natural person and is married, and the Stockholder's Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s 's spouse, enforceable against such spouse in accordance with its terms. No trust of which the such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder Shareholder has all requisite power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The Stockholder This Agreement has been duly authorized, executed and delivered this Agreementby the Shareholder and, and assuming this Agreement constitutes the legal, valid and binding obligation of Parent, constitutes the Stockholderlegal, valid and binding obligation of the Shareholder, enforceable against the Stockholder Shareholder in accordance with its terms. Except for the expiration or termination of the waiting periods under the HSR Act and informational filings with the SEC, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder Shareholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or EXECUTION COPY default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets Subject Shares of the Stockholder under Shareholder under, (i) any provision of any contracttrust agreement, leaseloan or credit agreement, licensebond, note, mortgage, indenture, lease or other contract, agreement, noteobligation, bondcommitment, permitarrangement, licenseunderstanding or instrument, concession(collectively, franchise or other instrument (“Contract”"Contracts") to which the Stockholder Shareholder is a party or by which any properties or assets of the Stockholder are bound; Subject Shares of the Shareholder is bound or (ii) subject to the filings and other matters referred to in the next sentence, any provision of any orderjudgment, judgment order or Law decree (collectively, "Judgment") or any statute, law, ordinance, rule or regulation (collectively, "Applicable Law") applicable to the Stockholder or the properties or assets Subject Shares of the StockholderShareholder. No Consent consent, approval, order or authorization (collectively, "Consent") of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder Shareholder in connection with the execution, delivery and performance by the Shareholder of this Agreement or the consummation by the Shareholder of the transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, if applicable to the Shareholder's receipt in the Merger of the Merger Consideration, (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebyhereby and (iii) where the failure to obtain such Consent or action, or to make such registration, declaration or filing, could not reasonably be expected to prevent, materially impede or delay the performance by the Shareholder of its obligations under this Agreement. If the Stockholder Shareholder is married a natural person and is married, and the Shareholder's Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s Shareholder's spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder such Shareholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Stockholder. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under under, (i) any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise contract or other instrument (“Contract”) agreement to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound; bound or (ii) subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment Order or Law applicable to the Stockholder or the properties or assets of the Stockholder. No Consent consent or approval of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports reports, if any, under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property this Agreement constitutes a valid and binding agreement of the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Such Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder. Such Stockholder has duly authorized, and validly executed and delivered this AgreementAgreement and (assuming its due authorization, execution and delivery by the other parties hereto other than such Stockholder’s Affiliates), this Agreement constitutes the legal, valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, terms (except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or similar laws Laws of general applicability relating to or affecting the enforcement rights of creditors’ rights creditors generally and (b) the application of subject to general principles of equity, whether such enforceability is considered in a proceeding in equity in law). The execution and delivery by the such Stockholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon the Subject Shares or upon any of the properties or assets of the Stockholder under such Stockholder, under, (i) any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) Contract to which the such Stockholder is a party or by which the Subject Shares or any properties or assets of the such Stockholder are bound; , (ii) in the case of a Stockholder that is an entity, such Stockholder’s organizational documents, or (iiiii) subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment Order or Law applicable to such Stockholder, the Stockholder Subject Shares or the any properties or assets of such Stockholder; except in the Stockholdercase of clauses (i) and (iii) for conflicts, violations, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to restrict, prevent or delay in any material respect the performance by such Stockholder of its obligations under this Agreement. No Consent or exemption of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to the such Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than the applicable requirements, if any, of the Exchange Act (including such reports and schedules under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If ) and any other Consent, exemption, registration, declaration or filing the Stockholder is married and the Subject Shares of the Stockholder constitute community property this Agreement constitutes a valid and binding agreement of the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to restrict, prevent or delay in any material respect the performance by such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of its obligations under this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The Stockholder This Agreement has been duly authorized, executed and delivered this Agreement, by the Stockholder and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws of general applicability affecting the enforcement rights of creditors’ rights creditors generally and (b) the application availability of general principles equitable remedies. Except for the expiration or termination of equitythe waiting periods under the HSR Act and informational filings with the SEC, whether such enforceability is considered in a proceeding in equity in law. The the execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation cancelation or acceleration of any obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets Subject Shares of the Stockholder under under, (i) any provision of any contracttrust agreement, leaseloan or credit agreement, licensebond, debenture, note, mortgage, indenture, lease or other contract, agreement, noteobligation, bondcommitment, arrangement, understanding, instrument, permit, franchise or license, concessionwhether oral or written (each, franchise or other instrument (including all amendments thereto, a “Contract”) ), to which the Stockholder is a party or by which any properties or assets of the Subject Shares of the Stockholder are bound; is subject or (ii) subject to the governmental filings and other matters referred to in the next following sentence, any provision of any order(A) statute, judgment law, ordinance, rule or Law regulation applicable to the Stockholder or the properties Subject Shares of the Stockholder or assets (B) order, writ, injunction, decree, judgment or stipulation applicable to the Stockholder or the Subject Shares of the Stockholder. No Consent consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder that is unique to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than except for (i) compliance with and filings under the HSR Act, if applicable to the Stockholder’s receipt in the Merger of the Merger Consideration, (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebyhereby and (iii) where the failure to obtain such consent, approval, order, authorization or action, or to make such registration, declaration or filing, could not reasonably be expected to prevent, materially impede or materially delay the performance by the Stockholder of its obligations under this Agreement. If the Stockholder is married a natural person and is married, and the Stockholder’s Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder ILFC has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder execution and delivery by ILFC of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of ILFC. ILFC has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the StockholderILFC, enforceable against the Stockholder ILFC in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder ILFC of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien (as defined below) upon any of the properties or assets of the Stockholder under (i) ILFC under, any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) contract to which the Stockholder ILFC is a party or by which any properties or assets of the Stockholder ILFC are bound; or (ii) bound or, subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment or Law law applicable to the Stockholder ILFC or the properties or assets of the StockholderILFC. No Consent consent of, or registration, declaration or filing with, any Governmental Entity or other Person governmental entity is required to be obtained or made by or with respect to the Stockholder ILFC in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) the filing with the office of the Secretary of State of the State of Indiana of Articles of Amendment to the Articles of Incorporation of the Company (the "Amendment"), substantially in the form of Exhibit A and (ii) such reports under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property this Agreement constitutes a valid and binding agreement of the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Such Stockholder has all the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated by this Agreement and compliance by such Stockholder with the provisions of this Agreement have been duly authorized by all necessary trust or other action on the part of such Stockholder and no other trust or other proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered this Agreement, by such Stockholder and this Agreement constitutes the a legal, valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the terms hereof provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation any provision of any lien upon any of the properties or assets of the Stockholder under (i) the trust documents of such Stockholder, (ii) any provision of any contractloan or credit agreement, leasebond, licensedebenture, note, mortgage, indenture, lease or other contract, agreement, noteobligation, bondcommitment, arrangement, understanding, instrument, permit, license, concession, franchise franchise, license or similar authorization applicable to such Stockholder or any of its properties or other instrument (“Contract”) to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound; or (iiiii) subject to the governmental filings and other matters referred to in the next following sentence, any provision of any (A) statute, law, ordinance, rule or regulation or (B) order, writ, injunction, decree, judgment or Law stipulation, in each case applicable to the such Stockholder or the any of its properties or assets of the Stockholderother assets. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or other Person is required to be obtained or made by or with respect to the such Stockholder in connection with the execution, execution and delivery and performance of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated herebyby this Agreement or compliance by such Stockholder with the provisions of this Agreement, other than except for filings with the SEC of such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebyAgreement. If the such Stockholder is married and the such Stockholder’s Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval in order for this Agreement to be legal, valid and binding, this Agreement has been duly approved, executed and delivered by, and constitutes a legal, valid and binding agreement of the obligation of, such Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the such Stockholder is a trustee requires the consent of any beneficiary or other person to the execution and delivery of this Agreement or to the consummation by such trust of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy by this Agreement or compliance by such trust with the provisions of the Merger this Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatever (collectively, “Liens”) upon any of the properties or assets Subject Shares of the Stockholder under (i) under, any provision of any contract, lease, license, indenture, agreement, note, bond, agreement, permit, license, concession, franchise or other instrument (each, a “Contract”) to which the Stockholder is a party or by which any properties or assets Subject Shares of the Stockholder are bound; or (ii) bound or, subject to the filings and other matters referred to in the next sentence, any provision of any orderjudgment, judgment order or Law decree (“Judgment”) or applicable statute, law (including common law), ordinance, rule or regulation (“Law”) applicable to the Stockholder or the properties or assets Subject Shares of the Stockholder. No Consent consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other Person governmental authority or instrumentality, domestic or foreign is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if applicable to the Stockholder’s receipt in the Merger of shares of common stock, par value $0.01 per share, of Parent (“Parent Common Stock”), (ii) such filings under the Securities Act of 1933, as amended, and such reports under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended, as may be required in connection with this Agreement and the transactions contemplated herebyhereby and (iii) compliance with and such filings as may be required under applicable Laws governing or relating to the current or contemplated casino and gaming activities and operations of the Company and its subsidiaries, including the rules and regulations established by the Nevada State Gaming Control Board, the Nevada Gaming Commission and the Xxxxx County Liquor and Gaming Licensing Board. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval in order for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of obligation of, the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust The Stockholder shall execute a power of which attorney in favor of the Stockholder is a trustee requires the consent of any beneficiary two other Stockholders with respect to the execution matters covered by Sections 3(a) and delivery 3(b) in the event of this Agreement or to the consummation incapacity of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger AgreementStockholder.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The Stockholder This Agreement has been duly authorized, executed and delivered this Agreement, by the Stockholder and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws of general applicability affecting the enforcement rights of creditors’ rights creditors generally and (b) the application availability of general principles equitable remedies. Except for the expiration or termination of equitythe waiting periods under the HSR Act and informational filings with the SEC, whether such enforceability is considered in a proceeding in equity in law. The the execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets Subject Shares of the Stockholder under under, (i) any provision of any contracttrust agreement, leaseloan or credit agreement, licensebond, debenture, note, mortgage, indenture, lease or other contract, agreement, noteobligation, bondcommitment, arrangement, understanding, instrument, permit, franchise or license, concessionwhether oral or written (each, franchise or other instrument (“including all amendments thereto, a "Contract”) "), to which the Stockholder is a party or by which any properties or assets of the Subject Shares of the Stockholder are bound; is subject or (ii) subject to the governmental filings and other matters referred to in the next following sentence, any provision of any order(A) statute, judgment law, ordinance, rule or Law regulation applicable to the Stockholder or the properties Subject Shares of the Stockholder or assets (B) order, writ, injunction, decree, judgment or stipulation applicable to the Stockholder or the Subject Shares of the Stockholder. No Consent consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder that is unique to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than except for (i) compliance with and filings under the HSR Act, if applicable to the Stockholder's receipt in the Merger of the Merger Consideration, (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebyhereby and (iii) where the failure to obtain such consent, approval, order, authorization or action, or to make such registration, declaration or filing, could not reasonably be expected to prevent, materially impede or materially delay the performance by the Stockholder of its obligations under this Agreement. If the Stockholder is married a natural person and is married, and the Stockholder's Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s 's spouse, enforceable against such spouse in accordance with its terms. No trust of which the such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by terms (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent transfer and other similar laws of general applicability affecting the enforcement of creditors’ ' rights generally from time to time in effect and (b) the application of to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity in or at law). The execution and delivery by the Stockholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under or any of its subsidiaries under, (i) any provision of any contract, lease, license, indenture, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, concession, franchise or other instrument (“Contract”) license applicable to which the Stockholder is a party or by which any of its subsidiaries or their respective properties or assets of the Stockholder are bound; or (ii) subject to the governmental filings and other matters referred to in the next following sentence, any provision of any judgment, order, judgment decree, statute, law, ordinance, rule or Law regulation applicable to the Stockholder or the any of its subsidiaries or their respective properties or assets assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on the Stockholder, (y) impair the ability of the StockholderStockholder to perform their respective obligations under this Agreement or (z) prevent the consummation of any of the Transactions. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder or any of its subsidiaries in connection with the execution, execution and delivery and performance of this Agreement by the Stockholder or the consummation by the Stockholder of the transactions contemplated hereby, other than except for the filing with the SEC of such reports under Sections Section 13(d) and 16 16(a) of the Exchange Act as may be required in connection with this the Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s 's spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received will execute a power of attorney in favor of at least two other Stockholders with respect to the matters covered by Sections 3(a) and reviewed a copy 3(b) in the event of incapacity of the Merger AgreementStockholder.

Authority; Execution and Delivery; Enforceability. The Stockholder Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder Shareholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the StockholderShareholder, enforceable against the Stockholder Shareholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder Shareholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under (i) Shareholder under, any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) Contract to which the Stockholder Shareholder is a party or by which any properties or assets of the Stockholder Shareholder are bound; or (ii) bound or, subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment Judgment or Law applicable to the Stockholder Shareholder or the properties or assets of the StockholderShareholder. No Consent of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder Shareholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder Shareholder is married and the Subject Shares of the Stockholder Shareholder constitute community property property, or spousal or other approval is otherwise required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s Shareholder's spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The -------------------------------------------------- Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by terms (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent transfer and other similar laws of general applicability affecting the enforcement of creditors’ ' rights generally from time to time in effect and (b) the application of to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity in or at law). The execution and delivery by the Stockholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of 2 termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under or any of its subsidiaries under, (i) any provision of any contract, lease, license, indenture, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, concession, franchise or other instrument (“Contract”) license applicable to which the Stockholder is a party or by which any of its subsidiaries or their respective properties or assets of the Stockholder are bound; or (ii) subject to the governmental filings and other matters referred to in the next following sentence, any provision of any judgment, order, judgment decree, statute, law, ordinance, rule or Law regulation applicable to the Stockholder or the any of its subsidiaries or their respective properties or assets assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on the Stockholder, (y) impair the ability of the StockholderStockholder to perform their respective obligations under this Agreement or (z) prevent the consummation of any of the Transactions. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder or any of its subsidiaries in connection with the execution, execution and delivery and performance of this Agreement by the Stockholder or the consummation by the Stockholder of the transactions contemplated hereby, other than except for the filing with the SEC of such reports under Sections Section 13(d) and 16 16(a) of the Exchange Act as may be required in connection with this the Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s 's spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received will execute a power of attorney in favor of at least two other Stockholders with respect to the matters covered by Sections 3(a) and reviewed a copy 3(b) in the event of incapacity of the Merger AgreementStockholder.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatever (collectively, "Liens") upon any of the properties or assets Subject Shares of the Stockholder under (i) under, any provision of any contract, lease, license, indenture, agreement, note, bond, agreement, permit, license, concession, franchise or other instrument (“each, a "Contract”") to which the Stockholder is a party or by which any properties or assets Subject Shares of the Stockholder are bound; or (ii) bound or, subject to the filings and other matters referred to in the next sentence, any provision of any orderjudgment, judgment order or Law decree ("Judgment") or applicable statute, law (including common law), ordinance, rule or regulation ("Law") applicable to the Stockholder or the properties or assets Subject Shares of the Stockholder. No Consent consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other Person governmental authority or instrumentality, domestic or foreign is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) compliance with and filings under the Hart- Scott-Rodino Antitrust Improvements Act of 1976, as amended, xx xxxxxxxxxx xx the Stockholder's receipt in the Merger of shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock"), (ii) such filings under the Securities Act of 1933, as amended, and such reports under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended, as may be required in connection with this Agreement and the transactions contemplated herebyhereby and (iii) compliance with and such filings as may be required under applicable Laws governing or relating to the current or contemplated casino and gaming activities and operations of the Company and its subsidiaries, including the rules and regulations established by the Nevada State Gaming Control Board, the Nevada Gaming Commission and the Clark County Liquor and Gaming Licensing Board. If the Stockholder is married xx xarried and the Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval in order for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of obligation of, the Stockholder’s 's spouse, enforceable against such spouse in accordance with its terms. No trust The Stockholder shall execute a power of which attorney in favor of the Stockholder is a trustee requires the consent of any beneficiary two other Stockholders with respect to the execution matters covered by Sections 3(a) and delivery 3(b) in the event of this Agreement or to the consummation incapacity of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger AgreementStockholder.

Authority; Execution and Delivery; Enforceability. The stockholder is duly organized, validly existing and in good standing under the laws of Pennsylvania and the execution and delivery by the Stockholder of this Agreement and the performance of its obligations hereunder and compliance with the terms hereof have been duly authorized by all necessary action on the part of the Stockholder, its board of directors and members. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly authorized, executed and delivered this Agreement, and, assuming due authorization, execution and delivery by Nationwide, this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws . Each of general applicability affecting the enforcement persons executing this Agreement on behalf of creditors’ rights the Stockholder has full power and (b) authority to execute and deliver this Agreement on behalf of the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in lawStockholder and to thereby bind the Stockholder. The execution execution, delivery and delivery performance of this Agreement by the Stockholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under Subject Shares under, (iA) any provision of any written contract, leasepermit, license, indenture, loan or credit agreement, note, bond, permitmortgage, licenseindenture, concession, franchise lease or other instrument property agreement, partnership or joint venture agreement or other legally binding agreement, (each, a “Contract”) to which the Stockholder is a party or by which any properties or assets Subject Shares are bound, (B) any organizational document of the Stockholder are bound; Stockholder, or (iiC) subject to the filings and other matters referred to in the next sentence, any provision of Order or any order, judgment or Law applicable to the Stockholder or the properties or assets of the StockholderSubject Shares. No Consent consent, approval, order or authorization (collectively, “Consent”) of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, hereby other than such reports compliance with and filings under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property this Agreement constitutes a valid and binding agreement of the Stockholder’s spouseHSR Act, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreementif applicable.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under (i) under, any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) Contract to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound; or (ii) , including the Third Amended and Restated Stockholders Agreement referred to in the Merger Agreement, or, subject to the filings and other matters referred to in the next sentence, any provision of any orderjudgment, judgment order or Law decree (collectively, "Judgment") or any statute, law, ordinance, rule or regulation (collectively, "Applicable Law") applicable to the Stockholder or the properties or assets of the Stockholder. No Consent consent, approval, order or authorization (collectively, "Consent") of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, if applicable to the Stockholder's receipt in the Merger of Parent Common Stock, and (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder is married and the Target Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s 's spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder execution and delivery by the Shareholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Shareholder. The Shareholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the StockholderShareholder, enforceable against the Stockholder Shareholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder Shareholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under (i) Shareholder under, any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) Contract to which the Stockholder Shareholder is a party or by which any properties or assets of the Stockholder Shareholder are bound; or (ii) bound or, subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment Judgment or Law applicable to the Stockholder Shareholder or the properties or assets of the StockholderShareholder. No Consent of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder Shareholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder Shareholder is married and the Subject Shares of the Stockholder Shareholder constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the StockholderShareholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder Shareholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received Shareholder shall execute a power of attorney in favor of at least two other Shareholders with respect to the matters covered by Sections 3(a) and reviewed a copy 3(b) in the event of incapacity of the Merger AgreementShareholder.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Stockholder. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by terms (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent transfer and other similar laws of general applicability affecting the enforcement of creditors’ ' rights generally from time to time in effect and (b) the application of to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity in or at law). The execution and delivery by the Stockholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under or any of its subsidiaries under, (i) any provision the Certificate of Incorporation or By-laws of the Stockholder or the comparable charter or organizational documents of any contractof its subsidiaries, lease, license, indenture, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, concessionconces sion, franchise or other instrument (“Contract”) license applicable to which the Stockholder is a party or by which any of its subsidiaries or their respective properties or assets of the Stockholder are bound; or (iiiii) subject to the governmental filings and other matters referred to in the next following sentence, any provision of any judgment, order, judgment decree, statute, law, ordinance, rule or Law regulation applicable to the Stockholder or the any of its subsidiaries or their respective properties or assets assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on the Stockholder, (y) impair the ability of the StockholderStockholder to perform their respective obligations under this Agreement or (z) prevent the consummation of any of the Transactions. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder or any of its subsidiaries in connection with the execution, execution and delivery and performance of this Agreement by the Stockholder or the consummation by the Stockholder of the transactions contemplated hereby, other than except for the filing with the SEC of such reports under Sections Section 13(d) and 16 16(a) of the Exchange Act as may be required in connection with this the Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property this Agreement constitutes a valid and binding agreement of the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under (i) under, any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) Contract to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound; or (ii) , or, subject to the filings and other matters referred to in the next sentence, any provision of any orderjudgment, judgment order or Law decree (collectively, "Judgment") or any statute, law, ordinance, rule or regulation (collectively, "Applicable Law") applicable to the Stockholder or the properties or assets of the Stockholder. No Consent consent, approval, order or authorization (collectively, "Consent") of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, if applicable to the Stockholder's receipt in the Merger of Parent Common Stock, and (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder is married and the Parent Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s 's spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder Each party represents that it has all the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The Stockholder execution and delivery of this Agreement by such party and the performance of such party’s obligations hereunder and compliance with the provisions hereof have been duly authorized by all necessary corporate, partnership or other action on the part of such party and no other action or proceedings on the part of such party are necessary for the performance of such party’s obligations hereunder, performance of its obligations hereunder or compliance with the provisions hereof. This Agreement has been duly authorized, executed and delivered this Agreement, by such party and this Agreement constitutes the a legal, valid and binding obligation of the Stockholdersuch party, enforceable against the Stockholder such party in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does not, by such party and the consummation performance of the transactions contemplated hereby such party’s obligations hereunder and compliance with the terms provisions hereof will not, conflict with, or result results in any violation or breach of, or default (with or without the giving of notice or the lapse of time, or both) under, or give rise to a right of result in, termination, cancellation or acceleration of any obligation or to the loss of a material any benefit under, or give rise to any increased, additional, accelerated or guaranteed rights right or entitlements of any person under, or result in the creation of any lien upon any of the properties or assets of the Stockholder under (i) any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound; or (ii) subject to the filings and other matters referred to in the next sentence, any provision of such party’s organizational documents, any orderloan, judgment credit agreement, bond, debenture, note, mortgage, indenture, lease or Law other contract or obligation, commitment, arrangement, understanding, instrument, permit, concession, franchise, license or similar authorization applicable to the Stockholder such party or the properties its assets or assets of the Stockholder. No Consent any statute, law, ordinance, rule, regulation, judgment, order or authorization of, or registration, declaration or filing with, with any Governmental Entity or other Person governmental entity. No filing is required to be obtained or made by or with respect to the Stockholder any governmental entity in connection with the execution, delivery and such party’s performance of this Agreement such party’s obligations hereunder, performance of its obligations hereunder or compliance with the consummation provisions hereof. All required consents or approvals of the transactions contemplated hereby, other than such reports any person required under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property or similar laws have been obtained in order for such party to execute and deliver this Agreement constitutes a valid Agreement, performance its obligations hereunder and binding agreement of comply with the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreementprovisions hereof.

Authority; Execution and Delivery; Enforceability. The Each of Stockholder and OEP is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and the execution and delivery by Stockholder and OEP of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company or limited partnership, as applicable, action on the part of Stockholder and OEP, their respective governing body, members, shareholders and trustees, as applicable. Each of Stockholder and OEP has all requisite limited liability company or limited partnership, as applicable, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Each of Stockholder and OEP has duly authorized, executed and delivered this Agreement, and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes the legal, valid and binding obligation of the StockholderStockholder and OEP, enforceable against the Stockholder and OEP in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution execution, delivery and delivery by the Stockholder performance of this Agreement does by Stockholder and OEP do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation amendment, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under Subject Shares under, (iA) any provision of any contract, leasepermit, license, indenture, loan or credit agreement, note, bond, permitmortgage, licenseindenture, concession, franchise lease or other instrument property agreement, partnership or joint venture agreement or other legally binding agreement, (each, a “Contract”) to which the Stockholder or OEP is a party or by which any properties or assets of the Stockholder Subject Shares are bound; , (B) any trust or other organizational document of Stockholder or OEP, or (iiC) subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment or Law applicable to the Stockholder Stockholder, OEP or the properties or assets of the StockholderSubject Shares. No Consent consent, approval, order or authorization (collectively, “Consent”) of, or registration, declaration or filing with, any Governmental Entity Authority or other Person is required to be obtained or made by or with respect to the Stockholder or OEP in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 issuance of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of to Stockholder other than as contemplated by the Stockholder constitute community property this Agreement constitutes a valid and binding agreement of the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Purchase Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The Stockholder This Agreement has been duly authorized, executed and delivered this Agreement, by the Stockholder and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) subject to bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar laws of general applicability affecting the enforcement rights of creditors’ rights creditors generally and (b) the application availability of general principles equitable remedies. Except for the expiration or termination of equitythe waiting periods under the HSR Act and informational filings with the SEC, whether such enforceability is considered in a proceeding in equity in law. The the execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets Subject Shares of the Stockholder under under, (i) any provision of any contracttrust agreement, leaseloan or credit agreement, licensebond, debenture, note, mortgage, indenture, lease or other contract, agreement, noteobligation, bondcommitment, arrangement, understanding, instrument, permit, franchise or license, concessionwhether oral or written (each, franchise or other instrument (including all amendments thereto, a “Contract”) ), to which the Stockholder is a party or by which any properties or assets of the Subject Shares of the Stockholder are bound; is subject or (ii) subject to the governmental filings and other matters referred to in the next following sentence, any provision of any order(A) statute, judgment law, ordinance, rule or Law regulation applicable to the Stockholder or the properties Subject Shares of the Stockholder or assets (B) order, writ, injunction, decree, judgment or stipulation applicable to the Stockholder or the Subject Shares of the Stockholder. No Consent consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder that is unique to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than except for (i) compliance with and filings under the HSR Act, if applicable to the Stockholder’s receipt in the Merger of the Merger Consideration, (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebyhereby and (iii) where the failure to obtain such consent, approval, order, authorization or action, or to make such registration, declaration or filing, could not reasonably be expected to prevent, materially impede or materially delay the performance by the Stockholder of its obligations under this Agreement. If the Stockholder is married a natural person and is married, and the Stockholder’s Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatever (collectively, "Liens") upon any of the properties or assets Subject Shares of the Stockholder under (i) under, any provision of any contract, lease, license, indenture, agreement, note, bond, agreement, permit, license, concession, franchise or other instrument (“each, a "Contract”") to which the Stockholder is a party or by which any properties or assets Subject Shares of the Stockholder are bound; or (ii) bound or, subject to the filings and other matters referred to in the next sentence, any provision of any orderjudgment, judgment order or Law decree ("Judgment") or applicable statute, law (including common law), ordinance, rule or regulation ("Law") applicable to the Stockholder or the properties or assets Subject Shares of the Stockholder. No Consent consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other Person governmental authority or instrumentality, domestic or foreign is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) compliance with and filings under the Hart- Scott-Rodino Antitrust Improvements Act of 1976, as amended, if xxxxxxxxxx xx xxx Stockholder's receipt in the Merger of shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock"), (ii) such filings under the Securities Act of 1933, as amended, and such reports under Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended, as may be required in connection with this Agreement and the transactions contemplated herebyhereby and (iii) compliance with and such filings as may be required under applicable Laws governing or relating to the current or contemplated casino and gaming activities and operations of the Company and its subsidiaries, including the rules and regulations established by the Nevada State Gaming Control Board, the Nevada Gaming Commission and the Clark County Liquor and Gaming Licensing Board. If the Stockholder is married xxxxied and the Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval in order for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of obligation of, the Stockholder’s 's spouse, enforceable against such spouse in accordance with its terms. No trust The Stockholder shall execute a power of which attorney in favor of the Stockholder is a trustee requires the consent of any beneficiary two other Stockholders with respect to the execution matters covered by Sections 3(a) and delivery 3(b) in the event of this Agreement or to the consummation incapacity of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger AgreementStockholder.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite Xxx Xxxxxxx have full power and authority to execute and deliver this Agreement and the Transaction Documents to which they are, or are specified to be, a party and to consummate the Transactions and the other transactions contemplated herebyhereby and thereby. The Stockholder has Parties have duly authorized, executed and delivered this AgreementAgreement and at or prior to Completion will have duly executed and delivered each Transaction Document to which they are, or are specified to be, a party, and this Agreement constitutes the constitutes, and each Transaction Document to which they are, or are specified to be a party will after Completion constitute, their legal, valid and binding obligation of the Stockholderobligations, enforceable against the Stockholder them in accordance with its their respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. No Conflicts; Consents. The execution and delivery by the Stockholder Parties of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof each Transaction Document to which they are a party will not, not conflict with, or result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Encumbrance upon any of the material properties or assets of the Stockholder under any Party under, any provision of (i) any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) to which the Stockholder is a party or Contract by which any of their properties or assets of the Stockholder are bound; bound or (ii) subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment or Law Court Order applicable to the Stockholder such Party or the its material properties or assets of the Stockholderassets. No Consent consent, approval, license, permit, order or authorization ("CONSENT") of, or registration, declaration or filing with, any Governmental Entity government or any court of competent jurisdiction, administrative agency or commission or other Person governmental authority or instrumentality, domestic or foreign (a "GOVERNMENTAL ENTITY") is required to be obtained or made by or with respect to the Stockholder such Party in connection with the execution, delivery and performance of this Agreement or any Transaction Document or the consummation of the other transactions contemplated herebyhereby and thereby. The Shares. Such Seller is the sole legal and beneficial owner of the number of the Shares set forth next to such Seller's name on SCHEDULE A hereto free and clear of all Encumbrances. Assuming each Seller has the full power, right power and authority to be the lawful owner of such Shares, good and valid title to the Shares will pass to the Buyer, free and clear of any Encumbrances, other than such reports under Sections 13(d) and 16 those arising from acts of the Exchange Act as may be required in connection with Buyer or its Affiliates. Other than this Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Agreement, such Shares of the Stockholder constitute community property this Agreement constitutes a valid and binding are not subject to any voting trust agreement of the Stockholder’s spouseor other Contract, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of including any beneficiary Contract restricting or otherwise relating to the execution and delivery voting, dividend rights or disposition of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreementsuch Shares.

Authority; Execution and Delivery; Enforceability. The Stockholder has all requisite power and authority to execute and deliver enter into this Agreement and to consummate the transactions contemplated hereby. The Stockholder This Agreement has been duly authorized, executed and delivered this Agreement, by the Stockholder and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. Except for the expiration or termination of the waiting periods under the HSR Act and informational filings with the SEC, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, (i) conflict with, or result in any violation of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets Subject Shares of the Stockholder under (i) under, any provision of any contracttrust agreement, leaseloan or credit agreement, licensebond, note, mortgage, indenture, lease or other contract, agreement, noteobligation, bondcommitment, permitarrangement, licenseunderstanding or instrument, concession(collectively, franchise or other instrument (“Contract”"Contracts") to which the Stockholder is a party or by which any properties or assets of the Subject Shares of the Stockholder are bound; is bound or (ii) subject to the filings and other matters referred to in the next sentence, any provision of any orderjudgment, judgment order or Law decree (collectively, "Judgment") or any statute, law ordinance, rule or regulation (collectively, Applicable Law") applicable to the Stockholder or the properties or assets Subject Shares of the Stockholder. No Consent consent, approval, order or authorization (collectively, "Consent") of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, if applicable to the Stockholder's receipt in the Merger of Parent Common Stock, (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebyhereby and (iii) where the failure to obtain such Consent or action, or to make such registration, declaration or filing, could not prevent or delay the performance by the Stockholder of its obligations under this Agreement. If the Stockholder is married a natural person and is married, and the Stockholder's Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s 's spouse, enforceable against such spouse in accordance with its terms. No trust of which the such Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder Shareholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the StockholderShareholder, enforceable against the Stockholder Shareholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder Shareholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under (i) Subject Shares under, any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) Contract to which the Stockholder Shareholder is a party or by which any properties or assets of the Stockholder Subject Shares are bound; or (ii) bound or, subject to the filings and other matters referred to in the next sentence, any provision of any orderjudgment, judgment order or Law decree (collectively, "JUDGMENT") or any statute, law, ordinance, rule or regulation (collectively, "APPLICABLE LAW") applicable to the Stockholder or the properties or assets of the StockholderSubject Shares. No Consent consent, approval, order or authorization (collectively, "CONSENT") of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder Shareholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, if applicable to the Shareholder's receipt in the Merger of Parent Common Stock, and (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder Shareholder is married and the Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of of, the Stockholder’s Shareholder's spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder Shareholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Stockholder Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder execution and delivery by the Shareholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Shareholder. The Shareholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the StockholderShareholder, enforceable against the Stockholder Shareholder in accordance with its terms, except as that (i) such enforceability enforcement may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability laws, now or hereafter in effect, affecting the enforcement of creditors’ creditor rights generally and (bii) the application remedy of general principles specific performance and injunctive and other forms of equity, whether such enforceability is considered in a proceeding in equity in lawequitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. The execution and delivery by the Stockholder Shareholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien upon any of the properties or assets of the Stockholder under (i) any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) Contract to which the Stockholder Shareholder is a party or by which any properties or assets of the Stockholder Shareholder are bound; or (ii) bound or, subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment Judgment or Law applicable to the Stockholder Shareholder or the properties or assets of the StockholderShareholder. No Consent of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder Shareholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If , compliance with and filings under the Stockholder is married HSR Act, and the Subject Shares filing of a joint notification pursuant to the Stockholder constitute Exon-Xxxxxx Act. The Shareholder has complied with any applicable community property this Agreement constitutes a valid law and binding agreement of no spousal signature or consent is required from any party other than the Stockholder’s spouse, enforceable against such spouse in accordance signatories hereto with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary respect to the execution and delivery of Shareholder in connection with entering into this Agreement or performing the obligations of the Shareholder hereunder. The Shareholder shall execute a power of attorney in favor of at least two other Shareholders with respect to the consummation matters covered by Sections 3(a) and 3(b) in the event of incapacity of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger AgreementShareholder.

Authority; Execution and Delivery; Enforceability. The Stockholder Such Shareholder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Stockholder execution and delivery by such Shareholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Shareholder. Such Shareholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholdersuch Shareholder, enforceable against the Stockholder such Shareholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder such Shareholder of this Agreement does do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under (i) such Shareholder under, any provision of any contract, lease, license, indenture, agreement, note, bond, permit, license, concession, franchise or other instrument (“Contract”) Contract to which the Stockholder such Shareholder is a party or by which any properties or assets of the Stockholder such Shareholder are bound; or (ii) bound or, subject to the filings and other matters referred to in the next sentence, any provision of any order, judgment Judgment or Law applicable to the Stockholder such Shareholder or the properties or assets of the Stockholdersuch Shareholder. No Consent of, or registration, declaration or filing with, any Governmental Entity or other Person Authority is required to be obtained or made by or with respect to the Stockholder such Shareholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby. If the Stockholder such Shareholder is married and the Subject Shares of the Stockholder such Shareholder constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of the Stockholderof, such Shareholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder such Shareholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.

Authority; Execution and Delivery; Enforceability. The Such Stockholder has all the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated by this Agreement and compliance by such Stockholder with the provisions of this Agreement have been duly authorized by all necessary trust or other action on the part of such Stockholder and no other trust or other proceedings on the part of such Stockholder are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered this Agreement, by such Stockholder and this Agreement constitutes the a legal, valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity, whether such enforceability is considered in a proceeding in equity in law. The execution and delivery by the Stockholder of this Agreement does do not, and the consummation of the transactions contemplated hereby by this Agreement and compliance with the terms hereof provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation any provision of any lien upon any of the properties or assets of the Stockholder under (i) the trust documents of such Stockholder, (ii) any provision of any contractloan or credit agreement, leasebond, licensedebenture, note, mortgage, indenture, lease or other contract, agreement, noteobligation, bondcommitment, arrangement, understanding, instrument, permit, license, concession, franchise franchise, license or similar authorization applicable to such Stockholder or any of its properties or other instrument (“Contract”) to which the Stockholder is a party or by which any properties or assets of the Stockholder are bound; or (iiiii) subject to the governmental filings and other matters referred to in the next following sentence, any provision of any (A) statute, law, ordinance, rule or regulation or (B) order, writ, injunction, decree, judgment or Law stipulation, in each case applicable to the such Stockholder or the any of its properties or assets of the Stockholderother assets. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or other Person is required to be obtained or made by or with respect to the such Stockholder in connection with the execution, execution and delivery and performance of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated herebyby this Agreement or compliance by such Stockholder with the provisions of this Agreement, other than except for filings with the SEC of such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebyAgreement. If the such Stockholder is married and the such Stockholder's Subject Shares of the Stockholder constitute community property or otherwise need spousal or other approval in order for this Agreement to be legal, valid and binding, this Agreement has been duly approved, executed and delivered by, and constitutes a legal, valid and binding agreement of the obligation of, such Stockholder’s 's spouse, enforceable against such spouse in accordance with its terms. No trust of which the such Stockholder is a trustee requires the consent of any beneficiary or other person to the execution and delivery of this Agreement or to the consummation by such trust of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy by this Agreement or compliance by such trust with the provisions of the Merger this Agreement.

Authority; Execution and Delivery; Enforceability. The -------------------------------------------------- Stockholder has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Stockholder. The Stockholder has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by terms (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent transfer and other similar laws of general applicability affecting the enforcement of creditors’ ' rights generally from time to time in effect and (b) the application of to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity in or at law). The execution and delivery by the Stockholder of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any lien Lien upon any of the properties or assets of the Stockholder under or any of its subsidiaries under, (i) any provision the Certificate of Incorporation or By-laws of the Stockholder or the comparable charter or organizational documents of any contractof its subsidiaries, lease, license, indenture, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, concession, franchise or other instrument (“Contract”) license applicable to which the Stockholder is a party or by which any of its subsidiaries or their respective properties or assets of the Stockholder are bound; or (iiiii) subject to the governmental filings and other matters referred to in the next sentencefollowing sen tence, any provision of any judgment, order, judgment decree, statute, law, ordinance, rule or Law regulation applicable to the Stockholder or the any of its subsidiaries or their respective properties or assets assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate would not (x) have a Material Adverse Effect on the Stockholder, (y) impair the ability of the StockholderStockholder to perform their respective obligations under this Agreement or (z) prevent the consummation of any of the Transactions. No Consent consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required to be obtained or made by or with respect to the Stockholder or any of its subsidiaries in connection with the execution, execution and delivery and performance of this Agreement by the Stockholder or the consummation by the Stockholder of the transactions contemplated hereby, other than except for the filing with the SEC of such reports under Sections Section 13(d) and 16 16(a) of the Exchange Act as may be required in connection with this the Agreement and the transactions contemplated hereby. If the Stockholder is married and the Subject Shares of the Stockholder constitute community property this Agreement constitutes a valid and binding agreement of the Stockholder’s spouse, enforceable against such spouse in accordance with its terms. No trust of which the Stockholder is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or to the consummation of the transactions contemplated hereby. The Stockholder hereby acknowledges that it has received and reviewed a copy of the Merger Agreement.